Mdm2 gene amplification occurs in benign and chemotherapy-responsive malignant tumors with wtp53 genes as well as in breast and epithelial cancers. Mdm2 amplification in benign tumors suggests that it is not sufficient for p53 inactivation in cancer, implying that other defects in the p53 pathway are required for malignancy. We investigated mechanisms of wtp53 protein inactivation in malignant conversion of epithelial cells by comparing clonally related initiated cells with their derivative cancerous cells that have mdm2 amplification. Deficiencies in p53 accumulation and activities in response to DNA damage were not due simply to Mdm2 destabilization of p53 protein, but to continued association of DNA-bound p53 with Mdm2 protein and lack of binding and acetylation by p300 protein. The aberrant interactions were not because of mdm2 amplification alone, because DNA-bound p53 protein from initiated cells failed to bind ectopically expressed Mdm2 or endogenous overexpressed Mdm2 from cancerous cells. Phosphorylations of endogenous p53 at Ser 18 , -23, or -37 were insufficient to dissociate Mdm2, because each was induced by UV in cancerous cells. Interestingly, phospho-mimic p53-T21E did dissociate the Mdm2 protein from DNA-bound p53 and recovered p300 binding and p21 induction in the cancerous cells. Thus wtp53 in malignant cells with mdm2 amplification can be inactivated by continued association of DNA-bound p53 protein with Mdm2 and failure of p300 binding and acetylation, coupled with a defect in p53 phosphorylation at Thr 21 . These findings suggest therapeutic strategies that address both p53/Mdm2 interaction and associated p53 protein defects in human tumors that have amplified mdm2 genes. p53 protein activity, interaction with other cellular factors, and transcription of genes involved in growth suppression can be abolished by p53 gene mutation and/or defects in p53 signaling pathways. Mutational inactivation of p53 occurs in ϳ50% of all human cancers (1), primarily during the late stages of tumor development, demonstrated by the lack of mutations in most colorectal adenomas and high frequency of p53 mutation in colorectal carcinomas (2). Furthermore, studies using the two-stage murine skin tumorigenesis model identified a wild type p53 (wtp53) genotype in almost all papillomas and in early well differentiated squamous cell carcinomas produced by chemical carcinogen exposure followed by promotion (3, 4). Mutations and loss of p53 heterozygosity arose later in ϳ50% of moderately or poorly differentiated carcinomas, raising the question of how p53 protein is inactivated in the sporadic epithelial cancers that have wtp53 genes.One mechanism of wtp53 protein inactivation that occurs in the absence of p53 gene mutations is mdm2 gene amplification. Overexpression of Mdm2 protein can result in decreases in p53 protein accumulation and activation by targeting p53 protein for ubiquitin-mediated degradation (5), as well as by interfering with the ability of the wtp53 protein to transactivate downstream target genes (6...